1996 STOCK APPRECIATION RIGHTS PLAN

                                       OF

                                   ACTV, INC.


                  1.       Purpose.

                  The purpose of this 1996 Stock Appreciation Rights Plan (the
"Plan") of ACTV, Inc., a Delaware corporation (the "Company"), is to secure for
the Company and its stockholders the benefits arising from participation in
stock appreciation by selected (a) employees of the Company or its subsidiaries,
affiliates, licensees or joint venture partners, (b) Directors or officers or
(c) consultants (a, b and c are collectively referred to herein as the
"Participants") as the Board of Directors of the Company, or a committee thereof
constituted for the purpose, may from time to time determine. This Plan will
provide a means whereby such employees, Directors and consultants may acquire
the right to participate in the appreciation of the Common Stock of the Company
pursuant to "stock appreciation rights."

                  2.       Administration.

                  2.1 This Plan shall be administrated by the Board of Directors
of the Company (the "Board of Directors") if each member is a "disinterested
person" as that term is defined in Rule 16b-3(c) of the General Rules and
Regulations promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or a committee (the "Committee") of two or more directors,
each of whom is a disinterested person. Any action of the Board of Directors or
the Committee with respect to administration of this Plan shall be taken by a
majority vote or written consent of its members.

                  2.2 Subject to the provisions of this Plan, the Board of
Directors or the Committee shall have authority (i) to construe and interpret
this Plan, (ii) to define the terms used therein, (iii) to prescribe, amend and
rescind rules and regulations relating to this Plan, (iv) to determine the
individuals to whom and the time or times at which stock appreciation rights
shall be granted, the number of shares to be subject to stock appreciation
rights, the Initial Value (as hereinafter defined) of a stock appreciation right
(subject to the limitations set forth in Section 6 hereof), the number of
installments, if any, in which each stock appreciation right may be exercised,
the commencement of the period during which each stock appreciation right may be
exercised and the duration of each stock appreciation right, (v) to approve and
determine the


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duration of leaves of absence which may be granted to Participants without
constituting a termination of their employment for the purposes of this Plan,
and (vi) to make all other determinations necessary or advisable for the
administration of this Plan. The Initial Value shall be the value as of the date
of grant of the stock appreciation rights, which value shall be no less than the
fair market value of a share of Common Stock determined as set forth in
Paragraph 7. All determinations and interpretations made by the Board of
Directors or the Committee shall be binding and conclusive on all Participants
in this Plan and their legal representatives and beneficiaries.

                  3.       Shares Subject to this Plan.

                  Subject to adjustment as provided in Paragraph 17 hereof, the
aggregate number of stock appreciation rights that may be granted under this
Plan shall not exceed 500,000; provided, however, that at no time shall there be
more than an aggregate of 900,000 outstanding, unexercised SARs granted pursuant
to both this Plan and the Company's 1992 Stock Appreciation Rights Plan. If any
stock appreciation rights granted under this Plan should expire or terminate for
any reason without having been exercised in full, the unexercised stock
appreciation rights shall again be available to be granted under this Plan.

                  4.       Eligibility and Participation.

                  4.1 All employees, officers, Directors, consultants of the
Company or any subsidiary corporation (as defined in Section 425(f) of the
Internal Revenue Code of 1986, as amended (the "Code")) or the Company's
affiliates, licensees or joint venture partners shall be eligible to receive
stock appreciation rights.

                  4.2 All stock appreciation rights granted under this Plan
shall be granted within ten years from April 19, 1996.

                  5.       Duration of Stock Appreciation Rights.
                  Each stock appreciation right and all rights associated
therewith shall expire on such date as the Board of Directors or the Committee
may determine, but in no event earlier than five years or later than ten years
from the date on which the stock appreciation right is granted, and shall be
subject to earlier termination as provided herein.

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                  6.       Terms and Conditions of Stock Appreciation Rights.
                  All stock appreciation rights shall be evidenced by a
Certificate of Grant (sometimes referred to herein as the "Certificate") in such
form as the Board of Directors or the Committee shall from time to time approve.
A grant of stock appreciation rights shall be subject to the following terms and
conditions:

                  6.1 Each stock appreciation right shall entitle a Participant
to an amount equal to the excess of the Exercise Value (as defined below) of one
share of Common Stock over the Initial Value of one share of Common Stock (the
"Appreciation"). The Initial Value of each stock appreciation right shall be
specified in the Certificate of Grant. The Exercise Value of each stock
appreciation right shall be the fair market value of a share of Common Stock on
the date the stock appreciation right is exercised, determined as set forth in
Paragraph 7. The total Appreciation available to a Participant from the exercise
of any stock appreciation right shall be equal to the number of stock
appreciation rights exercised, multiplied by the Appreciation per stock
appreciation right. Participants acknowledge that a stock appreciation right is
a method of incentive compensation for key employees, Directors and consultants
and does not constitute an offering or sale of Common Stock to anyone.

                  6.2 The Appreciation available to a Participant upon exercise
of the Participant's stock appreciation rights shall be payable in cash or
Common Stock as determined by the Board of Directors or the Committee. If
payment is made in Common Stock of the Company, then the fair market value of
the Common Stock for purposes of calculating the number of shares of Common
Stock that shall be issued to pay the Appreciation shall be based upon the fair
market value of the Common Stock as determined in Paragraph 7 on the date of
exercise of the stock appreciation rights. If the total Appreciation is paid in
Common Stock, the total Appreciation will be reduced to the largest amount
divisible by the fair market value of one share of Common Stock. Appreciation
shall be paid as compensation and without interest by the Company as specified
in the Certificate of Grant.

                  6.3 A maximum of 500,000 stock appreciation rights may be
granted, subject to the restrictions contained in Paragraph 3. Such stock
appreciation rights shall have an Initial Value of no less than the fair market
value of a share of Common Stock as determined in Paragraph 7 as of the date of
grant of the stock appreciation rights.

                  6.4      No stock appreciation right granted under this

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Plan shall be exercisable if such exercise would involve a violation of any
applicable law or regulation (including without limitation, federal and state
securities laws and regulations).
Each stock appreciation right shall be exercisable in such installments during
the period prior to its expiration date as the Board of Directors or the
Committee shall determine; provided, however, that, unless otherwise determined
by the Board of Directors or the Committee, if a Participant shall not in any
given installment period exercise all of the stock appreciation rights which the
Participant is entitled to exercise in such installment period, then the
Participant's right to exercise any stock appreciation rights not exercised in
such installment period shall continue until the expiration date or sooner
termination of the Participant's stock appreciation rights.

                  7.       Fair Market Value of Common Stock

                           The fair market value of a share of Common Stock
of the Company for purposes of this Plan shall be the closing price or last
trade price of a share as supplied by the National Association of Securities
Dealers, Inc. through the Nasdaq Stock Market (or its successor in function) or,
if such shares are then traded on a principal stock exchange, by reference to
the closing price of a share on the principal stock exchange on which such
shares are traded, in each case as reported by The Wall Street Journal for the
business day immediately preceding the date on which the fair market value is
determined (or, if for any reason no such price is available, in such other
manner as the Board of Directors or the Committee may deem appropriate to
reflect the then fair market value thereof).

                  8.       Exercise of a SAR.

                           A stock appreciation right may be exercised by the
Participants commencing six months after the date of grant, but in no event
earlier than January 1, 1997, by written notice to

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the Company specifying the extent to which such stock appreciation right is to
be exercised.

                  9.  Withholding Tax.

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                      Upon the exercise of a stock appreciation right,
the Company shall have the right to require an employee Participant, and such
employee Participant by accepting the stock appreciation rights granted under
this Plan agrees, to pay the Company the amount of any taxes which the Company
may be required to withhold with respect thereto. In the event the Appreciation
is paid with Common Stock, then such employee Participant or other Participant
may elect to pay the amount of any taxes which the Company may be required to
withhold by delivering to the Company shares of the Company's Common Stock
having a fair market value determined in accordance with Paragraph 7 hereof
equal to the withholding tax obligation determined by the Company. Such shares
so delivered may be either shares withheld by the Company upon the exercise of
the stock appreciation rights or other shares. Such election may not be made by
those persons subject to the provisions of Section 16(b) of the Exchange Act
within six months of the date of grant of a stock appreciation right, except
that this limitation will not apply in the event of death or disability
occurring prior to the expiration of the six month period. The election, by
those persons subject to Section 16(B) of the Exchange Act, must be made either
(i) not later than six months less one day prior to the date as of which the
amount of tax to be withheld is determined (the "Tax Date"), or (ii) in the
ten-day window period provided in Rule 16b-3(e) of the General Rules and
Regulations under the Exchange Act, but in no event later than the Tax Date.

                  10.      Non-Transferability.

                       A stock appreciation right granted under this Plan
shall, by its terms, be non-transferable by the holder either voluntarily or by
operation of law, other than by will or the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined in the Code, and
shall be exercisable during the holder's lifetime only by the holder, regardless
of any community property interest therein of the spouse of the holder, or such
spouse's successors in interest. If the spouse of the holder shall have acquired
a community property interest in a stock appreciation right, the holder, or the
holder's permitted successors in interest, may exercise the stock appreciation
rights on behalf of the spouse of the holder or such spouse's successors in
interest.

                  11.      Holding of Stock After Exercise of Right.

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                       At the discretion of the Board of Directors or the
Committee, any stock appreciation right may provide that the Participant, by
accepting such stock appreciation rights, represents and agrees, for the
Participant and the Participant's permitted transferees that none of the shares
acquired upon exercise of a stock appreciation right will be acquired with a
view to any sale, transfer or distribution of said shares in violation of the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder, and the person entitled to exercise the same
shall furnish evidence satisfactory to the Company (including a written and
signed representation) to that effect in form and substance satisfactory to the
Company, including an indemnification of the Company in the event of any
violation of the Securities Act by such person.

                  12.  Registration Rights.

                  12.1     Piggyback Registration.

                           If, at any time after the date hereof, the Company
should propose to file a registration statement with the Securities and Exchange
Commission (the "SEC") under the Securities Act (other than in connection with a
merger or pursuant to Form S-8) it will give written notice by registered mail,
at least thirty (30) days prior to the filing of each such registration
statement, to the Participants. If any Participant notifies the Company within
twenty (20) days after receipt of any such notice of its desire to include any
of the shares of Common Stock in such proposed registration statement, the
Company shall afford such Participant the opportunity to have any of the shares
of Common Stock issued pursuant to this Plan registered pursuant to such
registration statement. Notwithstanding the provisions of this Paragraph 12.1,
the Company shall have the right at any time after it shall have given written
notice pursuant to this Paragraph 12.1 (irrespective of whether a written
request for inclusion of all or a portion of the shares of Common Stock shall
have been made) to elect not to file any such proposed registration statement,
or to withdraw the same after the filing but not prior to the effective date
thereof.

                           If an underwriter objects in writing to the
exercise of the above piggyback rights by the Participants and all other
shareholders of the Company seeking to exercise their respective piggyback
rights, on the basis that such inclusion will adversely affect the underwriter's
ability to market the securities included in the registration statement, such
objection would preclude inclusion of shares of Common Stock by the Participants
and all other shareholders of the Company and at the

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option of the Participants, the Company will register all or part of such shares
of Common Stock in its next registration statement or the Participants shall
have the right, exercisable by written notice to the Company, to have the
Company prepare and file with the SEC, a registration or offering statement on
Form S-1 and such other documents, including a prospectus, as may be necessary
in the opinion of both counsel for the Company and counsel for the Participants,
in order to comply with the provisions of the Securities Act, so as to permit a
public offering and sale of all or a portion of the shares of Common Stock by
the Participants. The Participants may not provide such written notice until
ninety (90) days from the effective date of the registration statement for which
the underwriter objected to the inclusion of all or part of the Participants'
shares of Common Stock issued pursuant to this Plan. The Company will provide
the Participants a copy of the written objection received from the underwriter
with respect to the exercise of the Participants' piggyback rights.

                  12.2     Covenants with Respect to Registration

                           In connection with any registration hereunder, the
Company and the Participants shall covenant and agree as follows:

                                    (a)  The Company shall pay all costs, fees
and expenses (excluding fees and expenses of Participants' counsel and any
underwriting or selling fees, expenses or commissions), fees and expenses
(excluding fees and expenses of Participants' counsel and any underwriting or
selling fees, expenses or commissions) in connection with all registration
statements filed pursuant to Paragraph 12.1 hereof including, without
limitation, all registration fees, filing and NASD fees, the Company's legal and
accounting fees, printing expenses, blue sky fees and expenses.

                                    (b)  The Company will endeavor in good faith
in cooperation with the Participants to register the shares of Common Stock
included in a registration statement hereunder for offering and sale under the
securities or blue sky laws of such states as reasonably are requested by the
Participants, provided that the Company shall not be obligated to execute or
file any general consent to service of process or to qualify as a foreign
corporation to do business under the laws of any such jurisdiction.

                                    (c)  The Company shall use its best efforts
to file a registration statement within thirty (30) days of receipt of any
demand therefor, shall use its best efforts, including the filing with the SEC
of any necessary amendments or supplements to the registration statement to have
any registration statements declared and remain effective at the

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earliest possible time and to cooperate in the sale of the shares so registered,
and shall furnish the Participants such number of prospectuses as shall
reasonably be requested. Prior to filing any registration statement described
herein, the Company will furnish to the Participants and their counsel the
registration statements and amendments and supplements thereto, and any
prospectus forming a part thereof, which documents shall be subject to the
review and comment of each Participant and its counsel to the extent such
documents relate to the Participants.

                                    (d)  The Company shall indemnify the
Participants against all loss, claim, damage, expense or liability (including
all expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever and including reasonable fees and expenses of
Participants' counsel) to which any of them may become subject under the
Securities Act, the Exchange Act or otherwise, arising from such registration
statement.
                                    (e)  The Participants shall indemnify the
Company, its officers and directors and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20(a)
of the Exchange Act, against all loss, claim, damage or expense or liability
(including all expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever including reasonable fees and expenses of
Company's counsel) to which they may become subject under the Securities Act,
the Exchange Act or otherwise, arising from information furnished in writing by
or on behalf of the Participants, for specific inclusion in such registration
statement.

                                    (f) The Participants shall give the Company
prompt notice of any such liability, claim or lawsuit which the Participants
contends is the subject matter of the Company's indemnification and the Company
thereupon shall be granted the right to take any and all necessary and proper
action, at its sole cost and expense, with respect to such liability, claim and
lawsuit, including the right, subject to the consent of the Participants, which
consent shall not be unreasonably withheld, to settle, compromise and dispose of
such liability, claim or lawsuit, excepting therefrom any and all proceedings or
hearings before any regulatory bodies and/or authorities.

                                    The Company shall give to the Participants
prompt notice of any such liability, claim or lawsuit which the Company contends
is the subject matter of the Participants' indemnification and the Participants
thereupon shall be granted the right to a take any and all necessary and proper
action, at their sole cost and expense, with respect to such liability,

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claim and lawsuit, including the right, subject to the consent of the Company,
which consent shall not be unreasonably withheld, to settle, compromise or
dispose of such liability, claim or lawsuit, excepting therefrom any and all
proceedings or hearings before any regulatory bodies and/or authorities.

                                    In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) any person
entitled to indemnification under this Paragraph 12.2 makes claim for
indemnification pursuant hereto but it is judicially determined (by the entry of
a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Paragraph 12.2 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any such
person in circumstances for which indemnification is provided under this
Paragraph 12.2, then, and in each such case, the Company and the Participants
shall contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject (after any contribution from others) in such
proportion taking into consideration the relative benefits received by each
party from the offering covered by the registration statement (taking into
account the portion of the proceeds of the offering realized by each), the
parties' relative knowledge and access to information concerning the matter with
respect to which the claim was assessed, the opportunity to correct and prevent
any statement or omission and other equitable considerations appropriate under
the circumstances; provided, however, that notwithstanding the above, in any
such case, no person guilty of a fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

                                    Within fifteen (15) days after receipt of
written notice of the commencement of any action, suit or proceeding, such party
will, if a claim for contribution in respect thereof is to be made against
another party (the "contributing party"), notify the contributing party of the
commencement thereof, but the omission so to notify the contributing party will
not relieve it from any liability which it may have to any other party other
than for contribution hereunder. In case any such action, suit or proceeding is
brought against any party, and such party notifies a contributing party or his
or its representative of the commencement thereof within the aforesaid fifteen
(15) days, the contributing party will be entitled to participate therein with
the notifying party and any other contributing party similarly notified. Any
such contributing party shall not be liable to any party seeking

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contribution on account of any settlement of any claim, action or proceeding
effected by such party seeking contribution without the written consent of such
contributing party. The indemnification provisions contained in this Paragraph
12.2 are in addition to any other rights or remedies which either party hereto
may have with respect to the other or hereunder.

                                    The indemnification payments required by
this Paragraph 12.2 shall be made by periodic payments on the amount thereof
during the course of the investigation or defense, as and when the invoices
therefor are received, or expense, loss, damage or liability incurred.

                                    (g)  The Company shall furnish to the
Participants a signed counterpart, addressed to the Participants of (i) an
opinion of counsel to the Company, dated the effective date of a registration
statement filed pursuant to this Section 12 and (ii) a "cold comfort" letter
dated the effective date of such registration statement signed by the
independent public accountants who have issued a report on the Company's
financial statements included in such registration statement, in each case
covering substantially the same matters with respect to events subsequent to the
date of such financial statements, as are customarily covered in opinions of
issuer's counsel and in accountants' letters delivered to underwriters in
underwritten public offerings of securities. The Company shall also furnish to
the Participants copies of all written comments received from the SEC with
respect to such registration statement and all written responses of the Company
thereto.

                  13.  Termination of Employment.

                  13.1 If a holder of a stock appreciation right ceases to be
employed by, affiliated with or a joint venturer with the Company or one of its
subsidiary corporations or affiliates (as defined in Section 425(f) of the Code)
or ceases to be a director or consultant for any reason, then any of the
holder's stock appreciation rights that have not then vested shall immediately
become void and of no further force or effect and any of the holder's stock
appreciation rights that have vested prior to the cessation of employment,
affiliation with the Company or joint venture relationship with the Company must
be exercised within 365 days of such cessation of the employment, affiliation
with the Company or joint venture with the Company. If, at the end of such 365
day period, such vested SARs have not been exercised by the Participant, then
such vested stock appreciation rights shall become void and of no further force
and effect; provided, however, that if (i) such cessation of employment,
affiliation with the Company or joint venture with the Company shall be due

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to the holder's retirement under the provisions of any pension or retirement
plan of the Company or such subsidiary or (ii) if the Board of Directors of the
Company or the Committee consents (which shall be set forth in a written
resolution), such stock appreciation rights may be exercised to the extent and
for the term exercisable on the date of such cessation of employment,
affiliation or joint venture with the Company as set forth in the Plan and the
Certificate of Grant.

                  13.2 A leave of absence approved in writing by the Board of
Directors or the Committee shall not be deemed a termination of employment for
the purposes of this Paragraph 13, but no stock appreciation rights may be
exercised during any such leave of absence, except during the first three months
thereof.

                  13.3. If a Participant shall die while he is an employee,
consultant or Director or within three (3) months after the termination without
Cause of his employment or consulting arrangement or term as Director, any
outstanding stock appreciation right may be exercised to the extent exercisable
on the date of death, by the person(s) entitled to do so under the Participant's
will or, if the Participant shall have failed to make testamentary disposition
of such Participant's stock appreciation right or shall have died intestate, by
the Participant's legal representative(s), in either case at any time prior to
the expiration date of the Participant's stock appreciation right or within one
(1) year of the date of the Participant's death, whichever shall be the shorter
period, provided that Participants shall have been an employee or consultant for
a continuous period of at least six (6) months from the date of grant of the
Participant's stock appreciation rights.

                  14.  Vesting.

                       The holder's stock appreciation rights shall be
deemed to have vested in a lump sum or in such installments, which need not be
equal, as the Committee shall determine.

                  15.  Permanent Disability of Stock
                           Appreciation Right Holder.

                       The permanent disability of a holder of a stock
appreciation right will have the effect specified in the individual Certificate
of Grant as determined by the Board of Directors or the Committee.

                  16.      Privileges of Stock Ownership.

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                       No person entitled to exercise any stock appreciation
right granted under this Plan shall have any of the rights or privileges of a
stockholder of the Company in respect of any shares of Common Stock issuable
upon exercise of such stock appreciation right until certificates representing
such shares shall have been issued and delivered. No shares shall be issued and
delivered upon exercise of any stock appreciation right unless and until, in the
opinion of counsel for the Company, there shall have been full compliance with
any applicable registration requirements of the Securities Act, any applicable
listing requirements of any national securities exchange or automated quotation
system on which the Common Stock is then listed or quoted, and any other
requirements of law or of any regulatory bodies having jurisdiction over such
issuance and delivery.

                  17.      Adjustments.

                  17.1 If the outstanding shares of the Common Stock of the
Company are increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through a reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of stock appreciation rights which
may be granted under this Plan. A corresponding adjustment changing the number
or kind of stock appreciation rights allocated to unexercised options or
portions thereof, which shall have been granted prior to any such change, shall
likewise be made. Any such adjustment in the outstanding stock appreciation
rights shall be made without change in the aggregate Initial Value applicable to
the unexercised portion of the stock appreciation rights but with a
corresponding adjustment in the Initial Value for each share of Common Stock
covered by the stock appreciation right.

                  17.2 Upon the dissolution or liquidation of the Company, or
upon a reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon the sale of substantially all the property or more than eighty percent
of the then outstanding stock of the Company to another corporation, this Plan
shall terminate, and any stock appreciation rights theretofore granted hereunder
shall terminate.

                  17.3  Notwithstanding the foregoing, the Board of Directors or
the Committee may provide in writing in connection with such transaction for any
or all of the following alternatives (separately or in combinations): (i) for
the stock

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appreciation rights theretofore granted to become immediately exercisable; (ii)
for the assumption by the successor corporation of the stock appreciation rights
theretofore granted or the substitution by such corporation for such stock
appreciation rights of new stock appreciation rights covering the stock of the
successor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices; or (iii) for the
continuance of this Plan by such successor corporation in which event the Plan
and the stock appreciation rights theretofore granted shall continue in the
manner and under the terms so provided.

                  17.4 Adjustments under this Paragraph 17 shall be made by the
Board of Directors or the Committee, whose determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and conclusive.

                  18.      Amendment and Termination of Plan.

                  18.1.  The Board of Directors or the Committee may at
any time suspend or terminate this Plan. The Board of Directors or the Committee
may also at any time amend or revise the terms of this Plan, provided that no
such amendment or revision shall, unless appropriate stockholder approval of
such amendment or revision is obtained, (A) materially increase the benefits
accruing, to participants under the Plan; (B) materially increase the number of
securities which may be issued under the Plan; or (C) materially modify the
requirements as to eligibility for participation in the Plan.

                  18.2 No amendment, suspension or termination of this Plan
shall, without the consent of the holder, alter or impair any rights or
obligations under any stock appreciation right theretofore granted under this
Plan.

                  19.      Effective Date of Plan

                           This plan shall be deemed effective on April 19,
1996. The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company, any subsidiary or any parent
corporation. Nothing in the Plan shall be construed to limit the right of the
Company (i) to establish any other forms of incentives or compensation for
employees of the Company, any subsidiary or any parent corporation or (ii) to
grant or assume options or other rights otherwise than under the Plan in
connection with any proper corporate purpose including but not by way of
limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger,

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consolidation or otherwise, of the business, stock or assets of
any corporation, partnership, firm or association.









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